David Hannah
BOISE CASCADEAbout David Hannah
David Hannah, age 73, has served as an independent director of Boise Cascade (BCC) since 2014 and was appointed Lead Independent Director in 2024. He is a certified public accountant and formerly served as CEO and Executive Chair of Reliance Steel & Aluminum Co., bringing deep distribution, operations, and financial expertise to BCC’s board . He is currently a member of the Corporate Governance & Nominating Committee; he holds no other current public company directorships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reliance Steel & Aluminum Co. | Chief Executive Officer and Executive Chair | 1999–Aug 2016 | Led a major distribution company; provides operational, industry, and financial expertise to BCC |
| Reliance Steel & Aluminum Co. | Various roles of increasing responsibility | 1981–1999 | Progressively senior operating and finance roles; distribution experience |
| Ernst & Whinney (predecessor to EY) | Professional positions | Not disclosed | Accounting/financial grounding; CPA credential |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None current | — | — | No current public company boards; reduces interlock/conflict risk |
Board Governance
- Lead Independent Director responsibilities include approving agendas/schedules, presiding over independent director sessions, leading director selection/evaluation, serving as liaison between independent directors and the chair/CEO, and engaging with major shareholders upon request .
- Committee assignment: Member, Corporate Governance & Nominating; not a committee chair .
- Independence: BCC’s board determined all directors except the CEO are independent; audit and compensation committee members meet heightened independence standards. Hannah is Lead Independent Director due to the chair being a former CEO .
- Attendance and engagement: In 2024, the Board met 6 times; audit 4; compensation 6; governance 4. All directors attended ≥75% of board and relevant committee meetings and attended the 2024 Annual Meeting .
- Board refresh: Chairs of Audit and Corporate Governance & Nominating and the Lead Independent Director were refreshed in 2024, with continuity through 2025 and planned refresh in 2026 per retirement policy .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees earned | $107,363 | Includes retainer and any role-related fees; directors do not receive pensions |
| Standard fee schedule (context) | $95,000 cash retainer; $30,000 Lead Independent Director; chair fees: Audit $22,500; Compensation $17,500; Governance $12,500 | Adopted for 2024; illustrative of role premiums. Hannah’s actual 2024 cash (above) suggests partial-year LID or mix per refresh timing |
| Above-market deferred comp earnings | — | No above-market deferred comp earnings reported for Hannah in 2024 |
Performance Compensation
| Equity Award (Director) | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Time-based RSUs | Mar 1, 2024 | 980 | $135,034 | Vested in full on Mar 1, 2025 (single installment) |
| Program structure | 2024 | — | — | Non-employee directors also had a standard equity award of $135,000; Board chair received an additional $25,000 equivalent 181 RSUs |
BCC’s omnibus plan includes clawback ability for equity awards (time- and performance-based) upon events including misconduct related to a restatement. Insider Trading Policy prohibits hedging and pledging by directors/officers/employees .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | None; BCC disclosed no insider participation interlocks. Hannah served on the Compensation Committee through May 2, 2024 (then rotated off) |
| Related-party transactions | None in 2024; no family relationships among directors/executives |
Expertise & Qualifications
- CPA; strong accounting and financial expertise (audit committee-level financial literacy) .
- Former CEO of a major distribution company; operational and industry insight aligned with BCC’s manufacturing/distribution model .
- Governance credibility as Lead Independent Director with defined oversight responsibilities, including executive sessions and performance evaluations .
Equity Ownership
| Holder | Shares Owned (as of Mar 5, 2025) | Right to Acquire Within 60 Days | Percent of Class |
|---|---|---|---|
| David Hannah | 18,885 | 8,479 | * |
- Director stock ownership guidelines: 5x annual cash retainer, to be met within 5 years of board service; each director has met or is on track .
- Hedging/pledging prohibited by Insider Trading Policy, supporting alignment and reducing risk of collateral-related forced selling .
Governance Assessment
- Strengths
- Lead Independent Director with robust, codified responsibilities enhances board independence, agenda control, and evaluation rigor .
- No related-party transactions; broad independence across committees; anti-hedging/anti-pledging policy strengthens alignment and risk controls .
- Active refresh: rotation of committee chairs and LID in 2024 indicates succession planning and leadership development focus .
- Attendance and engagement: ≥75% meeting attendance; presence at annual meeting; independent director executive sessions at least twice yearly .
- Director equity grants and ownership guidelines foster skin-in-the-game; beneficial ownership detail disclosed; guidelines met/on track .
- Watch items / potential red flags
- None observed related to conflicts, related-party exposure, or pledging/hedging; cash-equity mix appears standard for BCC directors (no meeting fees; modest role premia) .
- Cash fee of $107,363 vs standard LID fee schedule suggests partial-year role timing; continued disclosure should confirm 2025 full-year LID cash premium recognition .
Board Governance (Additional Detail)
| Aspect | Practice |
|---|---|
| Independence | Majority independent; heightened standards for Audit/Compensation; Hannah independent |
| Executive sessions | Independent director sessions at least twice per year; LID presides |
| Time-commitment policy | Non-employee directors limited to ≤3 public boards in addition to BCC; CEO limited to one |
| Shareholder engagement | Outreach to top holders; feedback led to changing executive PSUs from 1-year to 3-year performance period in 2024 |
| Say-on-pay results | Strong support; average ~97% approval (2020–2024) |
Director Compensation (Total 2024)
| Name | Cash Fees ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| David Hannah | 107,363 | 135,034 | — | 242,397 |
Committee Assignments (Hannah)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Corporate Governance & Nominating | Member | 4 |
Hannah served on the Compensation Committee through May 2, 2024 (then rotated off), consistent with board refresh practices .
Signals for Investors
- Governance quality and independence are strong given LID structure, absence of related-party transactions, and robust policies (clawbacks; anti-hedging/pledging) .
- Compensation alignment: director pay structure is balanced between cash and time-based equity; ownership guidelines met/on track .
- Board refresh and evaluation processes suggest proactive succession and oversight—positive for investor confidence .